Registration number:
for the
Year Ended 31 December 2024
Callow Investments Limited
Contents
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Company Information |
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Strategic Report |
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Director's Report |
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Statement of Director's Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Callow Investments Limited
Company Information
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Director |
B Doouss |
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Registered office |
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Auditors |
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Callow Investments Limited
Strategic Report for the Year Ended 31 December 2024
The director presents the strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the company is that of property investment and investment in a number of trading businesses. The principal activity of the group is the retail of furniture, the sale and supply of commercial engineering equipment alongside other investments.
Fair review of the business
The results for the year which are set out in the profit and loss account show turnover of £13,048,145 (2023 - £13,790,774), an operating loss of £291,437 (2023 - profit of £472,933) and a share in associate profits of £171,112 (2023 - £40,642). At 31 December 2024 the group had net assets of £12,377,432 (2023 - £13,099,624).
During the year the company's principal subsidiary adjusted its business strategy to delivery of a blend of bespoke products to key customers alongside a stocked range with short lead times. The implementation of this strategy led to increased spend on development of the distribution function, staff members and team development. This investment into the operations led to the results achieved during 2024 at group level but is considered to have set the infrastructure for management’s growth plans.
The group's key financial and other performance indicators during the year were as follows:
|
Unit |
2024 |
2023 |
|
|
Turnover |
£'000 |
13,048 |
13,791 |
|
Gross profit margin |
% |
44 |
42 |
|
(Loss)/profit before tax |
£'000 |
(124) |
531 |
|
Net assets |
£'000 |
12,377 |
13,100 |
Group reconstruction
On 28 February 2024 the company acquired 86.3% of the shares in Furndeco Holdings Limited through a share-for-share exchange in respect of the company's share holding in Furndeco Limited.
The Directors have elected to apply Merger Accounting for the acquisition, with Merger Relief claimed on the basis that there has been no change in ultimate ownership of the Companies and the individual rights of all shareholders relative to each other remains unchanged.
Due to Merger Relief being claimed there have been no fair value adjustments and no goodwill has been recognised on consolidation.
Principal risks and uncertainties
The director has considered the key risks facing the business and concluded as follows:
Liquidity risk
The director monitors cash flows to ensure the group is able to meet its operational requirements. The group has facilities in place which cater for its needs.
Credit risk
The group makes sales on credit terms. Before credit terms are agreed, an assessment of the customer's credit rating is undertaken to ensure the group is not exposed to major credit risk. Credit limits are set accordingly. Customers who are not given credit are required to pay deposits or pay in full prior to shipment.
Price and foreign exchange risk
A number of the group's purchases are transacted in non-sterling currencies. As a result exchange rate fluctuations impact on the results and cash flows of the group. Fluctuations in exchange rates are carefully monitored by the director and the director prepares hedging policies accordingly.
Inventory price risk
Ensuring that sufficient levels of inventory are available to satisfy sales orders as they are received is also considered to be a principal risk facing the group. The group has a network of reliable suppliers to ensure this risk is minimised.
Investment valuation risk
The company holds various investments. Any impairment or change in value could affect its balance sheet. The director monitors the value of the investments.
Callow Investments Limited
Strategic Report for the Year Ended 31 December 2024
Approved by the
Director
Callow Investments Limited
Director's Report for the Year Ended 31 December 2024
The report and the for the year ended 31 December 2024.
Director of the company
The director who held office during the year was as follows:
Financial instruments
The group's financial instruments comprise borrowings, cash and liquid resources, and various other items such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to finance the operations of the group.
The group is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages these through credit control procedures and staged payments.
Future developments
Following investment by the company's principal subsidiary in the people, processes and facilities of the business during 2024, the group has had success in winning business with new ‘household’ name customers with national presence. The existing and new portfolio of customers have set the business up well to achieve its growth targets.
Management continues to focus on investing in people and a targeted product range to achieve its sales growth strategy.
Going concern
The financial statements have been prepared on a going concern basis, which assumes that the group will be able to continue to operate for the foreseeable future.
After reviewing the group's forecasts and projections, the directors have a reasonable expectation that the group has adequate resources available to continue in operational existence for at least 12 months from the date of approval of the financial statements.
On this basis, the director considers it appropriate to prepare the financial statements on a going concern basis.
Important non adjusting events after the financial period
On 31 January 2025 by virtue of a capital reduction exercise, the shareholding in the group's other investment, R G Distributors Limited, increased from 19.2% to 27%.
Disclosure of information to the auditor
The director has taken the steps that ought to have taken as a director in order to make aware of any relevant audit information and to establish that the company's auditor is aware of that information. The director confirms that there is no relevant information that of and of which the auditor is unaware.
Reappointment of auditors
The auditors Hazlewoods LLP are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Approved by the
Director
Callow Investments Limited
Statement of Director's Responsibilities
The director is responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:
• | select suitable accounting policies and apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business. |
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable to ensure that the financial statements comply with the Companies Act 2006. also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Callow Investments Limited
Independent Auditor's Report to the Members of Callow Investments Limited
Opinion
We have audited the financial statements of Callow Investments Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
Other information
The director is responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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• |
the information given in the Strategic Report and Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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• |
the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements. |
Callow Investments Limited
Independent Auditor's Report to the Members of Callow Investments Limited
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Director's Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of director's remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of the director
As explained more fully in the Statement of Director's Responsibilities set out on page 5, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the director is responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the group’s industry and its control environment and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
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• |
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
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• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
Callow Investments Limited
Independent Auditor's Report to the Members of Callow Investments Limited
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• |
enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
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• |
reading minutes of meetings of those charged with governance. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of
Staverton Court
Staverton
GL51 0UX
Callow Investments Limited
Consolidated Profit and Loss Account for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Distribution costs |
( |
( |
|
|
Administrative expenses |
( |
( |
|
|
Other operating income |
- |
|
|
|
Operating (loss)/profit |
( |
|
|
|
Interest receivable and similar income |
|
|
|
|
Interest payable and similar charges |
( |
( |
|
|
Share of profit of equity accounted associate |
|
|
|
|
(Loss)/profit before tax |
( |
|
|
|
Taxation |
|
( |
|
|
(Loss)/profit for the financial year |
( |
|
|
|
Profit/(loss) attributable to: |
|||
|
Owners of the company |
|
|
|
|
Non-controlling interests |
( |
|
|
|
( |
|
The above results were derived from continuing operations.
The group has no other comprehensive income for the year.
Callow Investments Limited
(Registration number: 10867689)
Consolidated Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
Investments |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
- |
|
|
Provisions for liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Profit and loss account |
|
|
|
|
Equity attributable to owners of the company |
|
|
|
|
Non-controlling interests |
|
|
|
|
Total equity |
|
|
Approved and authorised by the
Director
Callow Investments Limited
(Registration number: 10867689)
Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Tangible assets |
|
|
|
|
Investments |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Debtors |
|
|
|
|
Debtors: Amounts falling due after more than one year |
1,550,000 |
- |
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Provisions for liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Profit and loss account |
|
|
|
|
Total equity |
|
|
The company made a profit after tax for the financial year of £430,436 (2023 - profit of £336,917).
Approved and authorised by the
Director
Callow Investments Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company
|
Share capital |
Profit and loss account |
Total |
Non-controlling interests - Equity |
Total equity |
|
|
At 1 January 2024 |
|
|
|
|
|
|
Profit/(loss) for the year |
- |
|
|
( |
( |
|
Dividends |
- |
- |
- |
( |
( |
|
Redemption of preference shares |
- |
- |
- |
(120,000) |
(120,000) |
|
At 31 December 2024 |
|
|
|
|
|
|
Share capital |
Profit and loss account |
Total |
Non-controlling interests - Equity |
Total equity |
|
|
At 1 January 2023 |
|
|
|
|
|
|
Profit for the year |
- |
|
|
|
|
|
Dividends |
- |
- |
- |
( |
( |
|
Redemption of preference shares |
- |
- |
- |
(120,000) |
(120,000) |
|
At 31 December 2023 |
6,300,101 |
4,057,705 |
10,357,806 |
2,741,818 |
13,099,624 |
Callow Investments Limited
Statement of Changes in Equity for the Year Ended 31 December 2024
|
Share capital |
Profit and loss account |
Total |
|
|
At 1 January 2024 |
|
|
|
|
Profit for the year |
- |
|
|
|
At 31 December 2024 |
|
|
|
|
Share capital |
Profit and loss account |
Total |
|
|
At 1 January 2023 |
|
|
|
|
Profit for the year |
- |
|
|
|
At 31 December 2023 |
6,300,101 |
1,038,720 |
7,338,821 |
Callow Investments Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Cash flows from operating activities |
|||
|
(Loss)/profit for the year |
( |
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Profit on disposal of tangible assets |
( |
( |
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Share of profit/loss of equity accounted investees |
( |
( |
|
|
Income tax expense |
( |
|
|
|
|
|
||
|
Working capital adjustments |
|||
|
(Increase)/decrease in stocks |
( |
|
|
|
(Increase)/decrease in trade debtors and other debtors |
( |
|
|
|
Increase/(decrease) in trade creditors and other creditors |
|
( |
|
|
Cash generated from operations |
( |
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
( |
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
|
|
|
Acquisition of intangible assets |
( |
( |
|
|
Dividend income from equity accounted associates |
|
- |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Payments for purchase of own shares |
( |
( |
|
|
Dividends paid to minority interest |
( |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Cash and cash equivalents at 31 December |
474,935 |
1,600,170 |
|
Callow Investments Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
General information |
The company is a private company limited by share capital, incorporated in the United Kingdom.
The address of its registered office is:
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Summary of disclosure exemptions
Callow Investments Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its financial statements. Exemptions have been taken in relation to financial instruments and presentation of a statement of cash flows.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.
On 28 February 2024 the company acquired 86.3% of the share capital of Furndeco Holdings Limited through a share-for-share exchange. By virtue of this reconstruction, the directors have elected to apply Merger Accounting rules to the acquisition of this subsidiary. The comparative consolidated information presented in these financial statements presents the group's results as if the subsidiary has always been held.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Callow Investments Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
No profit or loss account is presented for the company as permitted by Section 408 of the Companies Act 2006.
Going concern
After reviewing the group's forecasts and projections, the director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its financial statements.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Judgements
No significant judgements have been made by management in preparing these financial statements. |
Key sources of estimation uncertainty
Management regularly review the nature, condition and expected saleability of the inventory held by the group and a provision is made for any slow moving and discontinued stock lines identified. The carrying amount is £225,236 (2023 - £304,393).
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.
The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities.
Revenue from the sale of goods is recognised when the risks and rewards of ownership have transferred to the customer, which is upon delivery of the product.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
Callow Investments Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Freehold land and buildings |
2% Straight line |
|
Plant, machinery & office equipment |
10% - 33% Straight line |
|
Motor vehicles |
20% Straight line |
Intangible assets
Separately acquired intangible assets are stated in the balance sheet at cost less any subsequent accumulated amortisation and subsequent accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Computer software |
20% Straight line |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Callow Investments Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Inventories
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Callow Investments Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Financial instruments
Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
|
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
|
2024 |
2023 |
|
|
Sale of goods |
|
|
Callow Investments Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
The analysis of the group's turnover for the year by market is as follows:
|
2024 |
2023 |
|
|
UK |
|
|
|
Europe |
|
|
|
Rest of world |
|
|
|
|
|
|
Operating profit |
Arrived at after charging/(crediting)
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Foreign exchange (gains)/losses |
( |
|
|
Operating lease expense - other |
148,702 |
163,553 |
|
Profit on disposal of property, plant and equipment |
( |
( |
|
Interest receivable and similar income |
|
2024 |
2023 |
|
|
Interest income on bank deposits |
|
|
|
Interest payable and similar expenses |
|
2024 |
2023 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Staff costs |
Group
The aggregate payroll costs (including director's remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including the director) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Administration, distribution and warehouse |
|
|
Company
The company incurred no staff costs and had no employees other than the director.
Callow Investments Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Director's remuneration |
The Director is remunerated through a company under common control. The group are charged a management fee in respect of the time spent by the Director controlling and directing of activities of the Callow Investments Limited group.
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of these financial statements |
5,100 |
5,100 |
|
Audit of the financial statements of subsidiaries of the company pursuant to legislation |
26,000 |
26,000 |
|
|
|
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2024 |
2023 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
UK corporation tax adjustment to prior periods |
( |
( |
|
126,314 |
77,933 |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
( |
( |
|
Tax (receipt)/expense in the profit and loss account |
( |
|
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
2023 |
|
|
(Loss)/profit before tax |
( |
|
|
Corporation tax at standard rate |
( |
|
|
Decrease in UK and foreign current tax from adjustment for prior periods |
( |
( |
|
Tax increase from effect of capital allowances and depreciation |
|
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Decrease from effect of joint-ventures and associates results reported net of tax |
( |
( |
|
Increase in UK and foreign current tax from unrecognised tax loss or credit |
|
- |
|
Tax increase/(decrease) from other tax effects |
|
( |
|
Total tax (credit)/charge |
( |
|
Callow Investments Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Deferred tax
Group
Deferred tax assets and liabilities
|
2024 |
Liability |
|
Losses carried forward |
( |
|
Fixed asset timing differences |
|
|
Short term timing differences |
( |
|
|
|
2023 |
Liability |
|
Fixed asset timing differences |
|
|
Short term timing differences |
( |
|
|
Company
Deferred tax assets and liabilities
|
2024 |
Liability |
|
Fixed asset timing differences |
|
|
|
|
2023 |
Liability |
|
Fixed asset timing differences |
|
|
|
|
Intangible assets |
Group
|
Computer software |
|
|
Cost |
|
|
At 1 January 2024 |
|
|
Additions acquired separately |
|
|
At 31 December 2024 |
|
|
Amortisation |
|
|
At 1 January 2024 |
|
|
Amortisation charge |
|
|
At 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
Callow Investments Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Tangible assets |
Group
|
Freehold land and buildings |
Plant, machinery and office equipment |
Motor vehicles |
Total |
|
|
Cost |
||||
|
At 1 January 2024 |
|
|
|
|
|
Additions |
|
|
|
|
|
Disposals |
- |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
|
|
Depreciation |
||||
|
At 1 January 2024 |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
Eliminated on disposal |
- |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
|
|
Carrying amount |
||||
|
At 31 December 2024 |
|
|
|
|
|
At 31 December 2023 |
|
|
|
|
Included within the net book value of land and buildings above is £6,128,120 (2023 - £6,225,042) in respect of freehold land and buildings.
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
|
2024 |
2023 |
|
|
Motor vehicles |
240,488 |
- |
Restriction on title and pledged as security
Callow Investments Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Company
|
Freehold land and buildings |
Plant, machinery and office equipment |
Total |
|
|
Cost |
|||
|
At 1 January 2024 |
|
|
|
|
At 31 December 2024 |
|
|
|
|
Depreciation |
|||
|
At 1 January 2024 |
|
|
|
|
Charge for the year |
|
|
|
|
At 31 December 2024 |
|
|
|
|
Carrying amount |
|||
|
At 31 December 2024 |
|
|
|
|
At 31 December 2023 |
|
|
|
Included within the net book value of land and buildings above is £5,934,276 (2023 - £6,031,198) in respect of freehold land and buildings.
|
Investments |
Group
|
2024 |
2023 |
|
|
Investments in associates |
|
|
|
Other investments |
|
|
|
|
|
|
Associates |
£ |
|
Cost |
|
|
At 1 January 2024 |
|
|
Share of associate profit |
|
|
Dividends received from associate |
( |
|
At 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
|
Other investments |
£ |
|
Cost |
|
|
At 1 January 2024 |
|
|
At 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
Callow Investments Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Company
|
2024 |
2023 |
|
|
Investments in subsidiaries |
|
|
|
Investments in associates |
|
|
|
Other investments |
|
|
|
|
|
|
Subsidiaries |
£ |
|
Cost |
|
|
At 1 January 2024 |
|
|
At 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
|
Associates |
£ |
|
Cost |
|
|
At 1 January 2024 |
|
|
At 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
2 Marconi Drive
|
|
|
|
|
|
2 Marconi Drive
|
|
|
|
Callow Investments Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
Associates |
||||
|
|
Unit 1
|
Ordinary |
|
|
|
|
Unit 1
|
Ordinary |
|
|
|
|
Unit 1
|
Ordinary |
|
|
* denotes direct investment held by the company.
|
Other investments |
£ |
|
Cost |
|
|
At 1 January 2024 |
|
|
At 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
Other investments relate to shares held in companies in which the group holds less than 20% of the issued share capital and has less than 20% of the voting rights.
|
Stocks |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Inventory |
|
|
- |
- |
Callow Investments Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Debtors |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Trade debtors |
|
|
- |
- |
|
Amounts owed by group companies |
- |
- |
|
- |
|
Other debtors |
|
|
- |
- |
|
Prepayments |
|
|
|
|
|
Corporation tax asset |
|
- |
- |
- |
|
1,984,791 |
1,457,747 |
1,565,395 |
13,996 |
|
|
Less non-current portion |
- |
- |
( |
- |
|
1,984,791 |
1,457,747 |
15,395 |
13,996 |
|
|
Group |
Company |
|||
|
Non-current |
2024 |
2023 |
2024 |
2023 |
|
Amounts owed by related parties |
- |
- |
|
- |
Amounts owed by group companies
Amounts owed by group companies relates to funds of £1.55m advanced to a subsidiary. This amount accrues interest at 8% and the loan is not due to be repaid until on or after 31 December 2025, there are no other fixed repayment terms.
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Cash on hand |
|
|
- |
- |
|
Cash at bank |
|
|
|
|
|
|
|
|
|
|
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Trade creditors |
|
|
- |
- |
|
|
Amounts due to group companies |
- |
- |
|
- |
|
|
Social security and other taxes |
|
|
|
|
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other payables |
|
|
|
|
|
|
Accruals |
|
|
|
|
|
|
Corporation tax liability |
162,421 |
170,833 |
162,421 |
133,776 |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
- |
- |
- |
|
Callow Investments Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Loans and borrowings |
Current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Finance lease liabilities |
|
- |
- |
- |
|
Other borrowings |
|
|
|
|
|
|
|
|
|
|
Non-current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Finance lease liabilities |
|
- |
- |
- |
Other borrowings
Other borrowings relate to a loan advanced to the group by the Director and shareholder. No interest was charged on this loan during the year and there are no terms for repayment agreed.
Finance lease liabilities
Finance lease liabilities are secured upon the related fixed assets.
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
101 |
|
101 |
|
|
|
6,300,000 |
|
6,300,000 |
|
|
|
|
|
|
The preference shares have no voting rights or dividend rights attached to them. The preference shares have priority on winding up. Upon winding up of the company any amounts distributed to members would firstly be used to repay amounts paid on preference shares and secondly the balance of any assets shall be distributed amongst the holders of the Ordinary shares. The preference shares are non redeemable.
The Ordinary shares have full rights in the company with respect to voting, dividends and distributions.
|
Reserves |
Group and company
Called up share capital
This represents the nominal value of the issued share capital of the group.
Retained earnings
This reserve includes all current and prior period retained profits and losses.
Callow Investments Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
|
Obligations under leases and hire purchase contracts |
Group
Finance leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
- |
|
Later than one year and not later than five years |
|
- |
|
|
- |
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Company
Operating leases - lessor
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
|
|
|
|
|
Total contingent rents recognised as income in the period are £
Callow Investments Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Analysis of changes in net debt |
Group
|
At 1 January 2024 |
Cash flows |
New finance leases |
At 31 December 2024 |
|
|
Cash and cash equivalents |
||||
|
Cash |
1,600,170 |
(1,125,235) |
- |
474,935 |
|
Borrowings |
||||
|
Bank borrowings |
(16,106) |
- |
- |
(16,106) |
|
Finance lease liabilities |
- |
- |
(240,488) |
(240,488) |
|
(16,106) |
- |
(240,488) |
(256,594) |
|
|
|
||||
|
|
( |
( |
|
|
|
Financial instruments |
Group
Items of income, expense, gains or losses
|
2024 |
Income |
Expense |
Net gains |
Net losses |
|
Financial liabilities measured at amortised cost |
- |
15,194 |
- |
- |
|
2023 |
Income |
Expense |
Net gains |
Net losses |
|
Financial liabilities measured at amortised cost |
- |
1 |
- |
- |
The total interest income for financial assets not measured at fair value through profit or loss is £11,601 (2023 - £17,439). The total interest expense for financial liabilities not measured at fair value through profit or loss is £15,194 (2023 - £1).
|
Related party transactions |
Company
Summary of transactions with subsidiaries
During the year the company charged a subsidiary £580,000 (2023 - £580,000) for rental of land and buildings. The company also advanced £1,550,000 to a subsidiary. Interest is charged at 8% and there are no fixed repayment terms for this lending. At the balance sheet date the amount receivable was £1,550,000 (2023 - £nil).
Summary of transactions with directors
There were no advances to or repayments from the director during the year. At the balance sheet date the amount due to the director was £16,106 (2023 - £16,106).
Group
Summary of transactions with directors
Certain directors have redeemed preference shares of £120,000 (2023 - £120,000) during the year from members of the group. The amount due to the director at the balance sheet date was £2,110,000 (2023 - £2,230,000) and is included within the minority interest.
Callow Investments Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Non adjusting events after the financial period |
|
|
|
Parent and ultimate parent |
The ultimate controlling party is B Doouss, a director of the group.